Business and Securities Law Forum

The newsletter of the ISBA’s Section on Business and Securities Law

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1999 Articles

American Bar Association issues guidelines for attorneys serving on corporate boards of directors By James J. Moylan March 1999 The issues surrounding an attorney serving on the board of directors of a corporate client have existed since the first time a lawyer accepted an invitation to join his corporate client's board.
Blue Ribbon Committee on improving the effectiveness of Corporate Audit Committee releases its report and recommendations By James J. Moylan June 1999 Any reader of the financial press knows that financial reporting is one of the brightest blips on the Securities and Exchange Commission's ("SEC") radar screen.
Chairman’s column By James J. Moylan June 1999 In the March 1999 issue of the Corporation, Securities and Business Law Forum, the section council announced our pro bono initiative.
Chairman’s column By James J. Moylan May 1999 One of the primary responsibilities of the section council is to provide for the professional educational needs of our members.
Chairman’s column By James J. Moylan March 1999 The section council decided to move forward with our pro bono initiative.
Co-editor’s note March 1999 In addition to our usual columns, this issue contains articles by Dexter Johnson on how to Stay Out of Trouble with the SEC, and Brent Gwillim on Piercing the Corporate Veil.
Confidentiality agreements for a corporate acquisition By Thomas N. Jersild June 1999 An agreement of this kind might be used by a potential seller (or its agent) when providing financial and other proprietary information to a prospective buyer.
Council news June 1999 James J. Moylan, chair of the Corporation, Securities and Business Law Section Council was one of the participants at the ISBA Chicago Access Cable television presentation held in April on security laws.
Directors and officers at risk for Y2K liability By Lori Iwan & James K. Horstman October 1999 The Year 2000 technology problem may create liability for many, but none so much as America's corporate directors and officers, and the lawyers assigned to protect them.
Fast track at last for LLCs and LPs in Illinois By Robert J. Wilson, Jr. June 1999 Practitioners engaged in representing limited liability companies and limited partnerships in Illinois will welcome two recently adopted amendments the Illinois Limited Liability Company Act, as amended (the "LLC Act") and the Revised Uniform Limited Partnership Act of 1986, as amended of the state of Illinois ("RULPA").
From the editor By Robert C. Knuepfer, Jr. June 1999 Our fourth issue of the newsletter was developed by council member, John Doyle, and includes our regular columns and some interesting new ones
From the editor May 1999 Our third issue of the newsletter was developed by council member, Patricia C. Holland, and includes our regular columns and some interesting new ones.
From the editor By Robert C. Knuepfer, Jr. March 1999 Our second issue of the newsletter was developed by council member, Donna Cunningham, and includes our regular columns and some interesting new ones
General and transactional Y2K disclaimers—Limiting the lawyer’s liability for Year 2000-related problems By Annie E. Thar October 1999 "Lawyer is not an expert on Year 2000 matters and any advice regarding Year 2000 measures is outside the scope of this representation."
General partnership agreement of a business owned by individuals By Thomas N. Jersild June 1999 This form contemplates a partnership of a group of individuals engaged in holding and managing real estate (or another business).
Individual held personally liable for corporation’s failing to comply with statutory formalities By Loren R. Stone & A. Jay Goldstein May 1999 In a recent decision, the Illinois Appellate Court has held that a corporation's failure to comply with filing requirements of the Business Corporation Act regarding the adoption and use of assumed names, will subject an individual to personal liability for breach of contract.
Insurance coverage issues for the Y2K computer crisis By Roger L. Rutherford October 1999 As the new millennium draws near, the Year 2000 (Y2K) computer problem may disrupt communication, manufacturing, transportation, security systems, electronic data processing operations and many of the other daily activities that we take for granted.
Introduction to this special issue October 1999 This special Y2K issue is directed to the business lawyer, but contains articles that can be mailed to business clients
Is stock in a close corporation a security?—Illinois courts split—Will they now follow the U.S. Supreme Court in Landreth Timber? By Charles W. Murdock June 1999 The Illinois Securities Act defines a security as follows:
ISBA Pro Bono Project By William D. McGrath March 1999 There are many reasons why attorneys in Illinois do pro bono legal work; it is rewarding, it provides needed help for clients with legitimate legal problems; it furthers the profession's standards of ethics and it gives volunteers experience and training.
OECD Convention on Combating Bribery and new amendments to Foreign Corrupt Practices Act By Arthur L. George June 1999 In November 1998, President Clinton signed into law amendments to the U.S. Foreign Corrupt Practices Act ("FCPA") implementing the requirements of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the "Convention").
Piercing the corporate veil By Brent H. Gwillim March 1999 A recent Fifth District case provides an interesting set of facts and a good analysis of the current methods by which a court will consider piercing the corporate veil.
Purchase of assets—The duty to WARN By Rob Seigel May 1999 Frequently, when one corporation contracts to purchase the assets of another, the purchaser has no intention of continuing to operate the seller's business as an ongoing concern.
Recent developments in restrictive covenants By David E. Doyle May 1999 Two recent cases involve the enforceability of noncompetition agreements under Illinois law.
Statutes of limitations in Y2K warranty claims By William T. McGrath October 1999 If it all goes terribly wrong at midnight on 1-1-00, we can expect a tsunami of litigation
Staying out of trouble with the SEC: Tips for the brokerage firm By Dexter B. Johnson March 1999 Over four years ago, the Securities Exchange Commission ("SEC") caused considerable consternation within the management ranks of some of the nation's largest brokerage firms when, through a series of high profile cases, it began to dramatically increase the number of administrative actions and sanctions against brokerage firm supervisors and managers.
What you think you know could hurt you: Myths about the Year 2000 problem By Annie E. Thar October 1999 Myth No. 1: "I don't have any Year 2000 concerns because I just use my computer for word processing and I have a paper calendaring system."
Y2K for the Business Manager who has NO TIME to Deal with Y2K** March 1999 Much has been written about "the Year 2000 computer problem" which requires converting 2-digit dates into 4-digit ones that recognize the difference between the 1900's and the 2000's.
Y2K lawsuits—causes of action and defenses By Todd H. Flaming October 1999 No doubt you've heard predictions that the "Year 2000" bug will cause computers all around the world to crash.
Y2K snapshots By Donna J. Cunningham October 1999 While it is still 6:00 am in Chicago, the year 2000 will arrive in New Zealand, making its citizens first to learn what exactly the Y2K bug will do.